SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

          |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                  For the quarterly period ended March 31, 2003

                                       OR

             |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                        Commission File Number 000-22327

                                  CONCERO INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                              74-2796054
  (State or other jurisdiction                                 (I.R.S. employer
of incorporation or organization)                            identification no.)

                                40 Fulton Street
                            New York, New York 10038
          (Address of principal executive offices, including zip code)

                                 (212) 513-7777
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |_| No |X|

Indicate by check mark whether the registrant is an "accelerated filer" (as
defined in Exchange Act Rule 12b-2). Yes |_| No |X|

The number of shares of common stock outstanding of the registrant on October
14, 2003 was 10,237,890.


                                     Page 1
<PAGE>

                                  Concero Inc.
                                      Index

<TABLE>
<CAPTION>
                                                                                                 Page
                                      PART I - FINANCIAL INFORMATION

<S>                                                                                              <C>
Item 1.  Financial Statements

     Condensed Consolidated Statement of Net Assets in Liquidation (Liquidation Basis) as of
         December 31, 2002 and March 31, 2003................................................    3

     Condensed Consolidated Statement of Changes in Net Assets in Liquidation (Liquidation
         Basis) for Three Months Ended March 31, 2003........................................    4

     Condensed Consolidated Statement of Operations (Going Concern Basis) for Three Months
         Ended March 31, 2002................................................................    5

     Condensed Consolidated Statement of Cash Flows (Going Concern Basis) for Three Months
         Ended March 31, 2002................................................................    6

     Notes to Consolidated Financial Statements..............................................    7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
          Operations.........................................................................    10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..........................    13

Item 4.  Controls and Procedures.............................................................    14

                                       PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.................................    15

Item 6.  Exhibits and Reports on Form 8-K....................................................    15

Signatures...................................................................................    15
</TABLE>


                                     Page 2
<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                  CONCERO INC.
               Consolidated Statement of Net Assets in Liquidation
            (Liquidation Basis) (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                       December 31, 2002   March 31, 2003
                                                       ==================================
                                                                            (Unaudited)
<S>                                                          <C>              <C>
Assets

      Cash                                                   $ 4,670          $ 6,491

      Short-term investments                                   1,991                0

      Assets held for sale                                       348                0

      Other Assets                                               193              187
                                                             ------------------------

Total Assets                                                 $ 7,202          $ 6,678

Liabilities

      Accounts Payable                                            24               57

      Accrued Expenses and Other Liabilities                   2,770            1,830
                                                             ------------------------

Net assets in liquidation                                    $ 4,408          $ 4,791
                                                             ========================

Shares used                                                   10,377           10,377

Net assets in liquidation per share of common stock          $  0.42          $  0.46
                                                             ========================

<CAPTION>
Supplemental  Cash  Information (for the period from January 1, 2003 to    Three Months Ended
March 31, 2003)                                                              March 31, 2003
                                                                           ==================
                                                                               (Unaudited)
<S>                                                                                   <C>
Changes in cash and cash equivalents

      Cash receipts from liquidation of assets                                        $ 2,012

      Payment of accrued liabilities                                                     (191)

Net changes in cash and cash equivalents                                              $ 1,821
                                                                        =====================
</TABLE>

See accompanying notes.


                                     Page 3
<PAGE>


                                  CONCERO INC.
         Consolidated Statement of Changes in Net Assets in Liquidation
                       (Liquidation Basis) (in thousands)
                                   (Unaudited)

Net assets in liquidation as of December 31, 2002                         $4,408
                                                                          ------

Changes in estimated liquidation values

       Accrued expenses and other liabilities                                383
                                                                          ------

Net change in estimated liquidation value                                    383
                                                                          ------

Net assets in liquidation as of March 31, 2003                            $4,791
                                                                          ======

See accompanying notes.


                                     Page 4
<PAGE>

                                  CONCERO INC.
                 Condensed Consolidated Statements of Operations
           (Going Concern Basis) (in thousands, except per share data)
                                   (Unaudited)

                                                              Three Months Ended
                                                                March 31, 2002
                                                              ==================

      Revenue                                                      $    781

      Operating expenses:

           Technical staff                                              634

           Research and development                                     754

           Selling and administrative staff                             595

           Other expenses                                             1,236
                                                                   --------

      Total operating expenses                                        3,219
                                                                   --------

      Loss from operations                                           (2,438)

      Interest income                                                    68

      Loss before income taxes                                       (2,370)

      Provisions for (benefit from) income taxes                        605
                                                                   --------

      Net loss                                                     $ (1,765)
                                                                   ========

      Basic loss per share                                         $  (0.17)
                                                                   ========

      Shares used in basic and diluted loss share calculation        10,225
                                                                   ========

See accompanying notes.


                                     Page 5
<PAGE>

                                  CONCERO INC.
                 Condensed Consolidated Statements of Cash Flows
                      (Going Concern Basis) (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                           March 31, 2002
                                                                                         ==================
<S>                                                                                         <C>
      Operating activities

      Net loss                                                                              $(1,765)

             Adjustments to reconcile net loss to net cash used in operating activities:

             Depreciation and amortization                                                      195

             Excess property and equipment reserve                                              280

             Changes in operating assets and liabilities:

                   Accounts receivable                                                          852

                   Allowance for doubtful accounts                                             (292)

                   Unbilled revenue under customer contracts                                    557

                   Prepaid expenses and other current assets                                    192

                   Trade payables                                                               170

                   Accrued expenses and other current liabilities                              (538)

                   Income taxes                                                                (596)
                                                                                            -------

      Net cash used in operating activities                                                    (945)

      Investing activities

      Acquisition of property and equipment                                                     (76)
                                                                                            -------

      Net cash provided by (used in) investing activities                                       (76)
                                                                                            -------

      Net increase (decrease) in cash                                                        (1,021)

      Cash, beginning of period                                                               4,141

                                                                                            -------

      Cash, end of period                                                                   $ 3,120
                                                                                            =======
</TABLE>

See accompanying notes.


                                     Page 6
<PAGE>

Notes to Financial Statements

1. Cessation of Operations and Orderly Wind Down

      With the continued deterioration of economic conditions in the United
States and the resultant negative impact on spending by cable operators and the
availability of capital, the Company's Board of Directors extensively explored
and evaluated various strategic alternatives that would protect the interests of
stockholders and enhance stockholder value. The Board of Directors concluded
that the liquidation of the Company was in the best interests of stockholders,
and accordingly, on August 8, 2002 approved a resolution directing the cessation
of the Company's operations and the liquidation of the Company, subject to
required stockholder approval. The Company adopted the liquidation basis of
accounting for periods subsequent to June 30, 2002. On November 15, 2002, the
Board of Directors adopted resolutions which authorized, subject to stockholder
approval, the orderly liquidation of our assets pursuant to the Plan of Complete
Liquidation, Dissolution and Distribution (the "Plan of Dissolution"). If the
requisite approval of our stockholders is received, we intend to convert all of
our remaining assets to cash and to implement the Plan of Dissolution, whereby
we would satisfy or settle all of our remaining liabilities, establish
appropriate reserves for any remaining contingencies, pay the premiums on
additional insurance to cover certain contingencies and distribute our remaining
cash, if any, to our stockholders. The Company has ceased its operating
activities and has commenced the orderly wind down of its affairs; including the
release of its employees, selling assets and settling obligations including
leases for office space. The Company has retained one employee to conduct these
activities. The Board of Directors anticipates that there will be adequate net
cash available to declare cash distributions to stockholders. However, as
described in Note 9, no distributions have been declared and no assurances can
be given that available cash and amounts received on the sale of assets will be
adequate to make cash distributions to stockholders following the provision for
obligations, liabilities, expenses and other claims.

2. Adoption of Liquidation Basis of Accounting

      The Company has adopted the liquidation basis of accounting for the
presentation of its consolidated financial statements for periods subsequent to
June 30, 2002. This basis of accounting is appropriate when, among other things,
liquidation of a company appears imminent and the net realizable values of its
assets are reasonably determinable. Under the liquidation basis of accounting,
the Company has stated its assets at their net realizable values, contractual
liabilities at contractual amounts, and estimated costs through the liquidation
date are recorded to the extent they are reasonably determinable. The
liquidation basis of accounting requires many estimates and assumptions, and
there are substantial uncertainties in carrying out the orderly wind down of
operations. The actual values and costs are expected to differ from the amounts
shown herein and could be higher or lower than the amounts recorded. Changes in
the estimated net realizable value of assets, contractual liabilities and
estimated costs through the liquidation date will be recorded in the period such
changes are known. Differences between the estimated net realizable values and
actual values based on cash transactions will be recognized in the period in
which the cash transactions occur.

      The accompanying statement of net assets in liquidation as of March 31,
2003 and the statement of changes in net assets available in liquidation for the
period from January 1, 2003 through March 31, 2003, contain, in the opinion of
management, all adjustments that management considers necessary to present
fairly the net assets available in liquidation at March 31, 2003.


                                     Page 7
<PAGE>

3. Related Party Transactions

      Effective September 1, 2002, the Chief Financial Officer of Pencom
Systems, Inc. ("Pencom") is the Chief Executive Officer of the Company. Two of
Pencom's majority stockholders and its Chief Financial Officer are members of
the Company's Board of Directors. Compensation earned by the Chief Executive
Officer during the three months ended March 31, 2003 was $27,750. Compensation
earned by non employee board members for the three months ended March 31, 2003
totaled $11,250. The Company previously has utilized non-exclusive recruiting
services provided by Pencom.

      Timothy D. Webb, the Company's immediate past Chief Executive Officer, and
Wayne E. Mock, the Company's former Vice President and Chief Technology Officer,
assisted the Company in negotiating the sale of its Marquee software suite and
related assets from September 2002 until January 2003 for which Mr. Webb
received in 2003 a commission of approximately $97,500 and Mr. Mock received in
2003 a commission of approximately $42,000.

4. Other Assets

      Other assets at March 31, 2003 consist primarily of a $187,000 certificate
of deposit pledged to secure a letter of credit issued by a bank for the benefit
of the Company's Austin facilities landlord, see Note 7.

5. Sale of Assets

      In January 2003 the Company sold it's Marquee software suite for $333,000.
In connection with the sale, the buyer released the Company from a royalty fee
owed to the buyer. Such liability was included in accrued expenses and other
liabilities as of December 31, 2002.

6. Accrued Expenses and Other Liabilities

      Accrued expenses and other liabilities at March 31, 2003 include
provisions for known liabilities, including the lease obligations discussed more
fully in Note 7, provisions for certain asserted claims, and the estimated costs
of the liquidation of the Company including costs of the cessation of operations
and orderly wind down of the Company's affairs.


                                     Page 8
<PAGE>

      These estimated costs include salaries and related expenses of officers
and employees, legal and accounting fees, other professional fees, insurance and
office expenses expected to be incurred during the period of liquidation and
include the following (in thousands):

                                           December 31, 2002      March 31, 2003
                                           =====================================
      Lease costs                                $1,176              $  533
      Professional fees                             514                 639
      Salaries and director fees                    455                 284
      Insurance                                     138                 178
      Other                                         487                 196
                                                 --------------------------
                                                 $2,770              $1,830
                                                 ==========================

      Management has adopted a plan of complete liquidation, dissolution and
distribution based on the resolution by the Company's Board of Directors and
subject to stockholder approval that will provide for the filing of a
certificate of dissolution with the Delaware Secretary of State. Upon the filing
of the certificate of dissolution, the Company intends to close its Stock
transfer books and discontinue recording transfers of its shares of common stock
except by will, intestate succession or operation of law. In order to curtail
expenses, the Company intends to petition the Securities and Exchange Commission
for relief from its periodic reporting requirements under the Securities
Exchange Act of 1934 following the filing of the certificate of dissolution. The
estimated closing costs used herein assume that the Company will be granted
relief from such periodic reporting requirements, but they include costs
associated with the filing of current reports on Form 8-K to disclose material
events relating to our liquidation and dissolution.

7. Lease Obligations

      The Company is obligated under lease commitments for approximately 11,072
square feet of office space in Austin, Texas expiring July 31, 2007, of which
all but approximately 2,600 square feet have been subleased to unaffiliated
parties. The Company remains contingently liable for lease obligations in the
event of default by any sublessees. The Company estimates that the unpaid
contractual obligations, including estimated operating expenses, pursuant to its
Austin lease commitments are approximately $1.1 million, which is reflected net
of estimated sublease income of approximately $567,000 in accrued expenses and
other liabilities on the balance sheet at March 31, 2003. If the Company
successfully markets the remainder of the leased office space, the actual cash
costs could differ from the estimated contractual obligation.

8. Shares Used in Computation of Net Assets in Liquidation

      The following table sets forth calculation of shares used in the
computation of net assets available in liquidation per share at December 31,
2002 and March 31, 2003 (in thousands):

      Shares of common stock                                        10,238
      Effect of dilutive securities
          Employee stock options                                        --
          Warrants                                                     139
                                                                    ------
      Shares used in computation                                    10,377
                                                                    ======


                                     Page 9
<PAGE>

For the purpose of computing net assets available in liquidation per share at
December 31, 2002 and March 31, 2003, the effect of employee stock options and
warrants were determined using the treasury share method for those exercisable
options and warrants that would be dilutive to common stockholders.

9. Stockholder Distributions

      Uncertainties as to the precise net realizable value of the Company's
assets, the ultimate cash settlement amount of liabilities and actual expenses
of the liquidation and dissolution of the corporation make it impracticable to
predict the aggregate cash amount ultimately distributable to stockholders.
Management and the Company's Board of Directors anticipate that available cash
and amounts received on the sale of assets will be adequate to provide for the
Company's obligations, liabilities, expenses and claims (including contingent
liabilities) and to make cash distributions to the Company's stockholders. The
Board of Directors has not declared a distribution to stockholders, and no
assurances can be made that available cash and amounts received on the sale of
assets will be adequate to make cash distributions to the Company's stockholders
following our provision for the Company's obligations, liabilities, expenses and
other claims.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

      The following discussion and analysis contains forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 that involve risks and uncertainties,
such as statements for the plans, objectives, expectations and intentions of
Concero. Such forward looking statements are generally accompanied by words such
as "plan," "estimate," "expect," "believe," "could," "would," "anticipate,"
"may," or other words that convey uncertainty of future events or outcomes.
These forward-looking statements and other statements made elsewhere in this
report are made in reliance on the Private Securities Litigation Reform Act of
1995. The cautionary statements made in this Form 10-Q should be read as being
applicable to all related forward-looking statements whenever they appear in
this Form 10-Q. Our actual results could differ materially from the results
discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
under the section below entitled "Factors That May Affect Future Results,
Financial Condition and Market Price of Securities" as well as those cautionary
statements and other factors set forth elsewhere herein.

Cessation of Operations

      As previously disclosed, Concero has ceased operations and is in the
process of an orderly wind down of its affairs. With continued deterioration of
economic conditions in the United States and resultant negative impact on
spending by cable operators and the availability of capital, our board of
directors extensively explored and evaluated various strategic alternatives that
would protect the interests of stockholders and enhance stockholder value. Our
board of directors concluded that the liquidation of Concero was in the best
interests of its stockholders, and accordingly, on August 8, 2002 approved a
resolution directing the cessation of the Concero's operations and the
liquidation of the corporation, subject to required stockholder approval. On
November 15, 2002, our board of directors adopted resolutions which authorized,
subject to stockholder approval, the orderly liquidation of our assets pursuant
to a Plan of Complete Liquidation, Dissolution and Distribution.


                                    Page 10
<PAGE>

      Concero has adopted the liquidation basis of accounting for the
presentation of its consolidated financial statements for periods subsequent to
June 30, 2002. Under the liquidation basis of accounting, assets are stated at
their net realizable values, contractual liabilities are stated at contractual
amounts, and estimated costs through the liquidation date are recorded to the
extent they are reasonably determinable. The liquidation basis of accounting
requires many estimates and assumptions and there are substantial uncertainties
in carrying out the orderly wind down of operations. Changes in the estimated
net realizable value of assets, contractual liabilities and estimated costs
through the liquidation date will be recorded in the period such changes are
known. Differences between the estimated net realizable values and actual values
based on cash transactions will be recognized in the period in which the cash
transactions occur. The actual values and costs are expected to differ from the
amounts shown herein and could be higher or lower than the amounts recorded.

Orderly Wind Down

      We have commenced the orderly wind down of our affairs, including the
release of our employees, the selling of assets and the settling of our
obligations, including our leases of office space. Since December 31, 2002, we
have had only one employee, who has been retained to conduct these activities.

      In January 2003, we completed the sale of our Marquee software suite and
related assets to Motorola, Inc. in consideration of the extinguishment of
approximately $333,000 in liabilities owed by us to Motorola. Through March 31,
2003, we have sold substantially all of our non-cash assets. We have sold an
immaterial amount of our assets to certain of our affiliates; however, the
aggregate value of these assets is less than $2,000. The terms of each of these
sales to affiliates have been substantially similar to the terms of our sales of
similar assets to independent third parties. We do not intend to sell any of our
other assets to any of our affiliates or related parties of our affiliates in
connection with our liquidation.

      We lease approximately 11,000 square feet in Austin, Texas, of which all
but approximately 2,600 square feet has been subleased to unaffiliated parties.
We remain contingently liable for lease obligations in the event of default by
any sublessees. We may engage a real estate broker in the future to market the
remainder of our leased properties for sublease.

      The valuation of assets at their estimated net realizable values,
contractual liabilities at contractual amounts and costs through the liquidation
date necessarily requires many estimates and assumptions and there are
substantial uncertainties in carrying out the orderly wind down of operations.
The actual values and costs are dependent on a variety of factors, including,
without limitation, the actual proceeds realizable from the sale of our assets,
the ultimate settlement amounts of the our liabilities and obligations, and the
actual costs incurred in the orderly wind down of our affairs, including
administrative costs incurred during the liquidation period. Consequently, the
actual values and costs are expected to differ from the amounts shown herein and
could be higher or lower than the amounts recorded. Therefore, it is not
presently determinable that available cash and amounts received on the sale of
assets will be adequate to make cash distributions to our stockholders following
our provision for obligations, liabilities, expenses and other claims.


                                    Page 11
<PAGE>

Liquidity and Capital Resources

      As of March 31, 2003, we had cash, cash equivalents and short-term
investments totaling $6.5 million, down from $6.7 million at December 31, 2002.

      As of March 31, 2003, we did not have any material commitments for capital
expenditures.

      Contractual and estimated liabilities through liquidation have been
accrued in the Statement of Net Assets at March 31, 2003.

      We are obligated for approximately 11,000 square feet of office space
through non-cancelable operating lease arrangements. At March 31, 2003, our
future minimum rental commitments, including an estimate of operating expense
escalation, totaled approximately $1.1 million. As of March 31, 2003, all but
approximately 2,600 square feet of our leased office space has been subleased to
unaffiliated parties. Contractual lease obligations are included in the
accompanying Statement of Net Assets as of March 31, 2003 net of projected
sublease income of approximately $567,000. We remain contingently liable for
lease obligations in the event of default by any sublessees. We may engage a
real estate broker in the future to market the remainder of our leased office
space for sublease. If we are successful in marketing this leased office space,
the actual cash costs could differ from the estimated contractual obligation.

      Our board of directors anticipates that there will be adequate net cash
available to declare cash distributions to stockholders, but no distributions
have been declared and no assurances can be made that available cash and amounts
received on the sale of assets will be adequate to make cash distributions to
our stockholders following our provision for obligations, liabilities, expenses
and other claims.

Factors That May Affect Future Results, Financial Condition and Market Price of
Securities

Stockholders could be liable to the extent of liquidating distributions received
if contingent reserves are insufficient to satisfy the company's liabilities.

      If we fail to create an adequate contingency reserve for payment of our
expenses and liabilities, each stockholder could be held liable for the payment
to creditors of such stockholder's pro rata portion of the excess, limited to
the amounts previously received by the stockholder in distributions from us.


                                    Page 12
<PAGE>

      If a court holds at any time that we have failed to make adequate
provision for our expenses and liabilities or if the amount ultimately required
to be paid in respect of such liabilities exceeds the amount available from the
contingency reserve, our creditors could seek an injunction against the making
of distributions on the grounds that the amounts to be distributed are needed to
provide for the payment of our expenses and liabilities. Any such action could
delay or substantially diminish the cash distributions otherwise to be made to
stockholders.

We may not be able to complete the liquidation of Concero in a manner that
provides maximum value to stockholders, and we may not adequately provide for
our debts and obligations.

      We have ceased operations and are liquidating and dissolving our company.
We have had only one employee since December 31, 2002, who we retained to attend
to the orderly disposition of our assets and liabilities. We may not be able to
negotiate the orderly extinguishment of our obligations to creditors. These
obligations include building and facilities leases, business agreements with
third parties, and agreements with vendors. In addition, Concero retains
contingent liability for lease obligations in the event of default by any
sublessees. Although we believe we made adequate provisions for the satisfaction
of our debts and liabilities, there is a general risk that we have not
adequately anticipated the amount of such debts and liabilities. We remain
contingently liable for lease obligations in the event of default by any
sublessees. The total amount of capital, if any, returned to stockholders after
the dissolution and liquidation of the company will depend on our ability to
maximize the consideration we receive for our assets, minimize the amount we
must expend to settle our debts and other liabilities, minimize our contingent
liability for office facility sublease agreements and, to a lesser degree,
expedite the liquidation process.

      In addition, we will experience negative cash flow as we complete the
dissolution and liquidation of Concero. This negative cash flow will increase
with the length of the dissolution and liquidation process and may cause a
corresponding decrease in the amount of capital, if any, returned to
stockholders.

We may continue to incur the expense of complying with public company reporting
requirements.

      We have an obligation to continue to comply with the applicable reporting
requirements of the Securities Exchange Act of 1934, as amended, even though
compliance with such reporting requirements is economically burdensome. In order
to curtail such expenses, after filing our certificate of dissolution upon
stockholder approval of the Plan of Complete Liquidation, Dissolution and
Distribution, we intend to seek relief from the SEC from a substantial portion
of the periodic reporting requirements under that Act. If such relief becomes
available, we will continue to file current reports on Form 8-K to disclose
material events relating to our liquidation and dissolution along with any other
reports that the SEC may require.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

      Information concerning market risk is contained on page 18 of our 2002
Annual Report on Form 10-K and is incorporated by reference to such annual
report.


                                    Page 13
<PAGE>

Item 4. Controls and Procedures

      (a) Evaluation of disclosure controls and procedures. We maintain
disclosure controls and procedures designed to provide reasonable assurance that
information required to be disclosed in the periodic reports we file with the
Securities and Exchange Commission, or SEC, is recorded, processed, summarized
and reported within the time periods specified in the rules of the SEC. The
pending dissolution and liquidation of Concero, and the corresponding reduction
in the number of our employees to one, has significantly affected our internal
controls and procedures. These terminations included the terminations of our
prior chief executive officer, our prior chief financial officer and all other
individuals supporting our disclosure and internal controls efforts in the third
and fourth quarters of 2002. These terminations were significant contributing
factors to the late filing of our Form 10-K, as well as this Form 10-Q. Within
90 days prior to the filing of this Form 10-Q, our sole employee, who has served
as our principal executive officer since August 2002 and our principal financial
officer since January 2003, carried out an evaluation of the design and
operation of these disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14. Based upon that evaluation, and considering the reduced complexity
of our disclosure and internal controls requirements following the cessation of
our business and the commencement of our dissolution, our principal executive
and financial officer concluded that our disclosure controls and procedures are
effective in timely alerting him to material information relating to Concero
(including our consolidated subsidiaries) required to be included in our
periodic SEC filings.

      (b) Changes in internal controls. There have been no significant changes
in internal controls or other factors that could significantly affect our
internal controls subsequent to the date of our evaluation.


                                    Page 14
<PAGE>

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

      In the fourth quarter of 2002, we solicited proxies for a special meeting
of our stockholders originally scheduled for December 30, 2002 at which
stockholders were to act upon the proposed Plan of Dissolution. The meeting was
adjourned four times during January 2003 to permit our board of directors to
consider a potential transaction alternative to the dissolution. To date, no
stockholder action has been taken with respect to the Plan of Dissolution.

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

            31    Additional Exhibit: Section 302 certifications
            32    Additional Exhibit: Section 906 certifications

      (b)   Reports on Form 8-K

            We filed the Current Reports on Form 8-K on January 7, 2003, January
            14, 2003, January 22, 2003 and January 30, 2003 to report under Item
            5 that the special meeting of the stockholders convened for the
            purpose of considering action on a Plan of Dissolution had been
            adjourned until a later date to permit our board of directors to
            consider a potential transaction alternative to the dissolution of
            Concero.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         CONCERO INC.


                                         By: /s/ Kevin B. Kurtzman
                                             -----------------------------------
                                             Kevin B. Kurtzman
                                             Chief Executive Officer, President,
                                             Secretary and Director
                                             (Principal executive, financial and
                                             accounting officer)

Date: October 14, 2003


                                    Page 15
<PAGE>

                                  CONCERO INC.
                                INDEX TO EXHIBITS

        Exhibit
         Number                 Description
         ------                 -----------

          31              Section 302 certifications
          32              Section 906 certifications


                                    Page 16